Trinidad and Tobago Stock Exchange: how it works, who runs it, and what issuers must disclose

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What this exchange is

The Trinidad and Tobago Stock Exchange (TTSE) is the main stock exchange in the Republic of Trinidad and Tobago, and by market capitalisation the largest stock exchange in the Caribbean region. It sits in the Nicholas Tower building on Independence Square in Port of Spain, the country’s commercial and financial capital.

The exchange was established under the Securities Industry Act 1981, which was proclaimed on 23 October 1981, and the exchange was formally opened on 26 October 1981 under the auspices of the Ministry of Finance. Its ISO 10383 Market Identifier Code (MIC) — the four-letter stamp used globally to label trades — is XTRN.

All Trinidad and Tobago-dollar equity securities are priced in Trinidad and Tobago dollars (TTD; approximately US$0.148 at the fixed managed rate). A separate US-dollar equity market also exists, launched in August 2011.

The TTSE facilitates the trading of listed securities: equities, bonds, mutual funds and US-dollar-denominated securities. The energy sector, which is the main driver of the Trinidad and Tobago economy, is poorly represented on the TTSE, with only a handful of companies offering any direct exposure to hydrocarbons.

The exchange is a genuine, functioning marketplace, not a formality — but trading is thin by global standards, many sessions see little or no volume in individual names, and bonds issued by the government are traded far more actively than company shares.

Who owns it

The TTSE is a limited liability company and also acts as a self-regulatory organisation (SRO) — meaning it writes and enforces its own trading rules as well as being supervised by the state regulator. The brokerage firms and listed companies are the main shareholders of the TTSE.

A membership fee grants a brokerage firm a permanent licence to access the trading facilities of the TTSE; that membership is not a right to share ownership in the exchange itself. The TTSE’s own shares are not listed on the exchange.

Not published: the exchange’s own website (stockex.co.tt) does not publish the current names of its chief executive, its chairperson, or a breakdown of its shareholder register; the governing Securities Act 2012 does not require the exchange to file that information publicly.

As a member-state of CARICOM (the Caribbean Community), several companies from Barbados, Jamaica, Saint Vincent and the Grenadines and the Eastern Caribbean Securities Exchange also cross-list their shares on the TTSE. Under the Caribbean Exchanges Network (CXN) Access Agreement signed on 20 June 2011, brokers registered in Jamaica and Barbados may also trade directly on the TTSE, subject to meeting the TTSEC’s registration requirements.

Who regulates it

The Trinidad and Tobago Securities and Exchange Commission (TTSEC) was established in 1997 under the Securities Industry Act and now operates under the Securities Act, 2012. The TTSEC is the sole regulator of the securities industry in the Republic of Trinidad and Tobago.

The Securities Act 2012 is “an Act to provide protection to investors from unfair, improper or fraudulent practices; foster fair and efficient securities markets and confidence in the securities industry in Trinidad and Tobago; to reduce systemic risk and for other related matters.” The TTSEC’s Division of Market Regulation and Surveillance ensures that market participants comply with their continuous disclosure obligations, conducts routine surveillance of stock market activity, and investigates possible breaches of the Securities Act 2012, its by-laws, and relevant provisions of the Companies Act, 1995.

The TTSEC promotes market integrity by making and enforcing rules through orders, guidelines and by-laws, as well as establishing and monitoring standards that include codes of conduct, prudential criteria and corporate governance. Public filings by listed companies — called reporting issuers — are held at the TTSEC, located at Waterfront Towers, 1A Wrightson Road, Port of Spain; online filings and factsheets can be found at ttsec.org.tt.

What trades there

The TTSE runs several distinct markets. These include TT-dollar ordinary and common shares, TT-dollar preference shares, TT-dollar mutual funds, government bonds (issued by the Government of the Republic of Trinidad and Tobago), corporate bonds, SME securities (both TT-dollar and US-dollar), US-dollar equities, and US-dollar mutual funds.

The Government Bond Market is the market for TT-dollar bonds issued by the Government of the Republic of Trinidad and Tobago, known locally as GORTT bonds. The Corporate Bond Market is for TT-dollar-denominated bonds issued by companies.

There are no derivatives (options or futures on individual stocks or indices) currently listed.

The SME Market was introduced in 2012 alongside the TTSE’s vision to develop the local capital market and promote economic diversification; it gives small and medium-sized companies an avenue to raise capital on the domestic stock market as an alternative to bank financing. The main performance barometer for domestic companies is the Composite Index, calculated by the TTSE itself.

The Composite Index tracks the performance of all companies listed on the First Tier Market and focuses solely on companies incorporated and operating within Trinidad and Tobago. A separate Cross-Listed Index monitors companies incorporated outside Trinidad and Tobago — including prominent companies from Jamaica and other Caribbean nations — but listed on the TTSE.

Not published: the TTSE’s public pages do not specify the precise criteria or the review frequency used to add or remove constituents from these indices.

What it takes to list

A company seeking a place on the main First Tier equity market must first register as a reporting issuer with the TTSEC before the TTSE will accept its listing application. A company must apply to the TTSEC to be registered as a reporting issuer and have its securities registered before listing on the TTSE.

Once listed, a public company must adhere to the Securities Act 2012, the TTSE rules and its listing agreement.

For the main equity board, listing on the Equity and Mutual Fund market requires a minimum market value of the securities of TT$4,000,000 (approximately US$592,000) for a company not yet registered as a reporting issuer with the TTSEC. A company seeking to list must also have a minimum of 25 unconnected shareholders owning at total of at least 30% of the total issued share capital — what the rules call a public float requirement.

For the SME Market, the thresholds are lower and there is a specific tax incentive. Following its initial public offering, an SME issuer must have at least 25 unconnected shareholders holding at least 20% of the total shares issued.

The issuer must have a minimum issued share capital of TT$5,000,000 (approximately US$740,000), and the maximum issued share capital is capped under the SME rules. Under the Corporation Tax Act 2014, an SME-listed company pays zero corporation tax for the first five years from listing, and a 50% tax holiday — effectively a 15% rate — for the following five years.

Every applicant must appoint an independent auditor to carry out the audit of its annual financial statements. The board of directors must consist of no fewer than three directors, at least two of whom are not officers or employees of the company or any of its associates.

Once listing is approved, the company must sign an agreement with the Trinidad and Tobago Central Depository Limited (TTCD) and deposit a block of shares there to facilitate trading.

What companies must tell you

Under By-law 47 of the TTSEC’s By-laws, reporting issuers must file their annual reports within 120 days of their financial year-end; the annual report must at minimum contain comparative financial statements. The Securities Act 2012 also requires reporting issuers to notify the TTSEC of any material change in their affairs by filing within three days of that change — a continuing disclosure obligation.

By-law 53(3) further requires reporting issuers to notify the TTSEC within 14 days of certain prescribed events, such as changes in directors or senior officers, by completing a designated form. Annual financial statements must be audited; the TTSE’s own listing requirements confirm the auditor must be independent.

All filings are in English, the country’s sole official language.

On ownership disclosure: the TTSEC has approved rules whereby a company, trust, entity or body corporate must disclose once it has at least 25 unconnected shareholders owning a total of at least 30% of total issued share capital — this is the majority-shareholding threshold at which the public float rules are measured. Not published: the TTSEC’s filing obligations document (ttsec.org.tt/wp-content/uploads/2020/11/Filing-obligations-in-the-securities-market.pdf) and the TTSE’s public listing-requirements pages do not specify a standalone numerical threshold at which an individual shareholder must publicly disclose that they have crossed a particular ownership percentage, beyond what the Securities Act 2012 and its By-laws require; investors should consult the Act and By-laws directly for the precise figure.

The TTSEC’s published guidance similarly does not detail a public registry of board remuneration or related-party transaction disclosures in terms accessible to non-residents; the Companies Act 1995 requires related-party disclosures in audited accounts, but no English-language summary of what those accounts must specifically say about director pay is published on the exchange’s or regulator’s website.

How trading works

Market hours run Monday to Friday, 9:30 am to 12:00 noon, Atlantic Standard Time (UTC-4), which is the same as Eastern Standard Time in the United States. Trading days exclude public holidays and Carnival Monday and Carnival Tuesday.

This gives roughly 245 trading days a year.

The exchange uses a trading and surveillance platform called Avvento, introduced on 6 February 2017, which allows for the continuous execution of trades across a wider range of securities and allows brokers to enter orders and execute trades from their offices or remotely, removing the need for a physical trading floor. The closing price for each security is set using a Volume-Weighted Average Price (VWAP) — the total value of all shares traded in a session divided by the total volume — rather than a single last-traded price.

The Avvento system replaced the GlobalVision Electronic Trading System and brings greater efficiency and transparency, allowing continuous order matching. Not published: the TTSE’s public trading pages (stockex.co.tt/trading) do not specify a published price-movement circuit-breaker level or automatic trading halt threshold; nor do they mention a formal market-maker scheme where a designated firm is paid to stand ready to quote continuous buy and sell prices for individual stocks.

How a trade is settled

The Trinidad and Tobago Central Depository Limited (TTCD) was incorporated as a wholly-owned subsidiary of the TTSE on 30 September 1998 and commenced operations on 21 January 2003; it was established to facilitate the safekeeping of share certificates and to enable buyers and sellers to settle transactions through a computerised system. The TTCD is both the entity that keeps the record of who owns what — acting as the central securities depository — and the settlement agent for trades on the TTSE.

Automatic settlement of shares and corporate bonds traded on the TTSE is completed two business days after the trade date — what the market calls T+2 settlement. Shares are deposited into a TTCD broker account and are registered in the name of the TTCD but held on behalf of shareholders, who retain all their entitlements including dividends and voting rights — a nominee structure.

Since 2014, the TTCD has operated a Euroclear facility through a collaboration with Euroclear Bank, a major European clearing house; this gives local custodians a link to hold foreign securities on behalf of local investors. The TTCD also facilitates the cross-border transfer of shares between depositories in Trinidad, Jamaica, Barbados and the Eastern Caribbean for trading or safe-keeping purposes.

There is no central counterparty (CCP) — a body that steps between buyer and seller to guarantee a trade if one side defaults — on the TTSE; the risk management operates through the broker-to-broker settlement structure supervised by the TTCD.

Short selling, lending and margin

The TTSE does not operate a formal short-selling regime — that is, there is no published mechanism for borrowing shares in order to sell them in the expectation of buying them back more cheaply. Not published: the TTSE’s Rule Book, as accessible through stockex.co.tt, and the TTSEC’s published guidelines do not describe any authorised securities-lending programme or any specific rules permitting or governing short sales of listed equities.

The TTCD’s public pages describe pledge facilities where shares are held as collateral for loans, but this is not a short-selling mechanism.

Shares held at the TTCD can be pledged as collateral for credit or loan facilities at financial institutions — so borrowing money against a share portfolio (a form of margin lending) is possible in practice through individual bank arrangements, but it is not a formally regulated product of the exchange itself. The absence of short selling means that when a stock is overpriced, no mechanism exists to bet against it through the market; this contributes to the one-directional, low-turnover character of trading.

Can a foreigner buy here?

Before a broker can buy or sell shares on your behalf, you must open an account with a local brokerage firm and simultaneously open an account with the TTCD by completing and signing a client agreement in the presence of a witness; the broker will ask for your name, address, age, investment objectives and a national identification number. For a foreigner, a passport serves as identification in place of a local ID.

There is no legal requirement for a non-resident to register separately with the TTSEC or obtain central bank approval simply to buy ordinary listed shares; the brokerage account and TTCD account are the operative requirements.

Withholding tax is levied on dividends paid to non-residents, whether companies or individuals; the standard rate is 10% for both individuals and companies, reduced to 5% where the recipient company owns 50% or more of the voting power of the paying company. Trinidad and Tobago has concluded double-taxation treaties with Brazil, Canada, China, France, Germany, India, Italy, Norway, Spain, Sweden, Switzerland, Luxembourg, the United Kingdom, Venezuela, the United States and CARICOM member states.

Investors from treaty countries may qualify for a reduced rate; confirm with your tax adviser before investing.

Gains on the disposal of a security in Trinidad and Tobago are specifically excluded from the capital gains provisions; only gains on the disposal of a chargeable asset within 12 months of its acquisition are taxable in any event. In plain terms: capital gains on listed shares are not taxed in Trinidad and Tobago, for either residents or non-residents.

Shares can also be transferred between the depositories in Trinidad, Jamaica, Barbados and the Eastern Caribbean for trading or safe-keeping purposes, which gives regional investors additional flexibility. No foreign-listed depositary receipt programme (such as an American Depositary Receipt) currently exists for TTSE-listed companies through which an overseas investor could bypass the local broker requirement.

What it costs

To list on the main equity and mutual fund market, registration as a reporting issuer with the TTSEC costs TT$8,000 (approximately US$1,185). Filing a prospectus with the TTSEC costs TT$17,500 (approximately US$2,590); that fee applies to bonds, equities and derivatives, and is charged per fund if a collective investment scheme covers more than one fund.

The exchange levies a Market Access Fee of 0.01% of the market value of the securities being listed; for a mutual fund, the fee is based on the prior year’s sales.

An Information Memorandum fee of TT$10,000 (approximately US$1,480) applies to cross-listings, rights issues and similar transactions. Not published: the TTSE’s fees page at stockex.co.tt/listing-other-fees does not display a comprehensive tiered annual listing fee schedule in a readable format accessible to the public at the time of writing; the TTSE’s Going Public guide confirms that the precise cost of a public listing is hard to estimate because each issue is unique, with the most significant costs being those for legal, accounting, broker and printing services, plus TTSEC fees, TTSE listing fees and TTCD fees.

Brokerage commissions for trades are set individually by each licensed brokerage firm and are not published in a single TTSE-wide schedule. There is no stamp duty or financial transactions tax on the purchase or sale of listed securities in Trinidad and Tobago.

Where the prices are

The TTSE publishes a daily market summary on its own website, stockex.co.tt, from its offices at the 10th Floor, Nicholas Tower, 63-65 Independence Square, Port of Spain. The data on the homepage shows intraday prices for each security updated during the trading session, and closing prices are published after the session ends each day.

Access is free and requires no registration.

The major international commercial data providers — Bloomberg, Refinitiv (LSEG), FactSet and S&P Global Market Intelligence — do carry TTSE-listed securities, though coverage depth varies; some smaller and less-liquid names may have incomplete or delayed data on those platforms. The exchange’s ticker suffix used by data vendors such as EODHD is .TT.

The TTCD also facilitates inter-depository share transfers with Jamaica, Barbados and the Eastern Caribbean, so regional brokers connected to those depositories can access positions. The thin English-language financial press coverage of individual TTSE companies reflects the small float and low daily turnover of most names rather than any absence of a price feed; the prices are there, but the analytical commentary largely is not.